Our firm is The Darcy GroupLLC, a small NASD member in Syracuse, NY. I am Mary Darcy, managing partner. I thought It was going to be my responsibility to vate on the above mentioned consolidation. On reading with care the information provided to me by the NASD on December 14th, however, I am apparently not voting on that consolidation but on a change in the by-laws of the NASD.

With the information provided me by the NASD, I find it unusual to change by-laws before a discussion of the proposed consolidation has taken place. Moreover, it is nearly impossible to approach this important decision armed with the information provided in the December 14th 40 page communication. Only those sections of the current by-laws that would be changed are included and no mention in current by-laws is made of the now hotly contested and discussed "one vote" per member. Were this a public company, the SEC would consider this a completely inadequate prospectus. NASD members, by voting yes to this by-law change, have no assurance a consolidation will take place. Voting with a "trust me" for a reason to go down this path would be utterly irresponsible on my part.

I think it is the responsibility of the SEC Division of Market Regulation to enter this discussion and provide to all parties a knowledgeable and understanble explanation of what is taking place. The NASD is asking in this vote for its members to give its governors the proxy to reform the organization as they see fit. Surely the SEC and government oversight committees should be part of the discussion.

In its role as the oversight body for change in NASD rules and regulations, I fail to understand how this matter could have advanced to this stage without the SEC approval of the parties engaging in discussions of a consolidation and their final merger. Once that discussion has taken place and is approved by the appropriate agencies, it would then be proper for a change in the by-laws. The cart is certainly before the Horse!

It is my sincere hope that the SEC will step up to the plate and take a careful look at the plans to rip apart an organization that has worked so well for the investing public and the member firms over the years. I fear what is proposed moves firm regulatory control to the interests of the largest member firms